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                                                                   EXHIBIT 10.39

                              GENIUS PRODUCTS, INC.

                               CODE OF ETHICS FOR
                               ------------------
            PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
            ---------------------------------------------------------

I.          INTRODUCTION

            A.          PURPOSE OF CODE.
                        ----------------

            Genius Products, Inc. ("GENIUS") is committed to the highest
standards of legal and ethical conduct, including providing full and accurate
financial disclosure in compliance with applicable laws, rules and regulations
and maintaining its books and records in accordance with applicable accounting
policies, laws, rules and regulations.

            This Code of Ethics for Principal Executive Officer and Senior
Financial Officers (this "CODE") is designed to set forth particular standards
of conduct that Genius requires its principal executive officer and its senior
financial officers to follow. Any activity by a principal executive officer or
senior financial officer of Genius contrary to this Code is prohibited and is
not within the scope of employment or authority of such persons.

            B.          PERSONS SUBJECT TO THIS CODE.
                        -----------------------------

            This Code is applicable to the following Genius personnel:

                        1. Principal executive officer

                        2. Principal financial officer

                        3. Principal accounting officer

                        4. Controller; and

                        5. Other persons performing similar functions as persons
in the enumerated positions (individually, a "COVERED PERSON" and collectively,
the "COVERED PERSONS").

            C.          DISTRIBUTION AND COMMITMENT
                        ---------------------------

            All Covered Persons will be given a copy of this Code. Each Covered
Person will be required to certify that he or she (i) has read and understands
the guidelines contained in this Code and (ii) will comply with the terms of
this Code.

II.         COMPLIANCE WITH RULES AND REGULATIONS

            Genius is committed to conducting its business in accordance with
all applicable laws, rules and regulations and in accordance with the highest
standards of business ethics. As a Covered Person, you must not only comply with
applicable laws, however. You also have leadership responsibilities that include
creating a culture of high ethical standards and commitment to compliance;
maintaining a work environment that encourages employees to raise concerns; and
promptly addressing employee compliance concerns.

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III.        CONFLICTS OF INTEREST

            A.          GENERAL STATEMENT.
                        ------------------

            All Covered Persons are expected to use good ethical judgment and to
avoid situations that create an actual or potential conflict between the Covered
Person's personal interests and the interests of Genius. A conflict of interest
also exists where the Covered Person's loyalties or actions are divided between
Genius' interests and those of another, such as a competitor, supplier or
customer. Both the fact and the appearance of a conflict should be avoided.

            Before making any investment, accepting any position or benefits or
participating in any transaction or business arrangement that creates or appears
to create a conflict of interest, Covered Persons must obtain the written
approval of the Audit Committee of the Board of Directors.

            While it is not feasible to describe all possible conflicts of
interest that could develop, the following are some of the more common examples.

            B.          EXAMPLES OF CONFLICTS.
                        ----------------------

                        1. FINANCIAL INTEREST IN ANOTHER BUSINESS. Covered
Persons should not have a direct or indirect financial interest in a customer,
supplier, competitor or others with whom Genius does business. The ownership of
less than one percent (1%) of the publicly traded stock of a corporation will
not be considered a conflict.

                        2. OTHER EMPLOYMENT AND OUTSIDE ACTIVITIES. Covered
Persons should not work for, become directly or indirectly involved with, or
receive compensation of any sort from, a customer, supplier or competitor of
Genius or others with whom Genius does business. Covered Persons should not
engage in any activity which may be competitive with or contrary to the
interests of Genius.

                        3. CORPORATE OPPORTUNITIES. Business opportunities of
which Covered Persons learn as a result of employment with Genius belong to
Genius, if within the scope of Genius' existing or contemplated business, and
should not be taken advantage of for personal gain.

IV.         DISCLOSURE IN REPORTS

            Genius is committed to providing full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission and in other public communications made
by Genius.

V.          COMPLIANCE WITH THIS CODE

            If Covered Persons have questions about this Code, advice should be
sought from the Audit Committee of the Board of Directors. If a Covered Person
knows of or suspects a conflict of interest or a violation of applicable laws or
regulations or this Code, the Covered Person must immediately report that
information to the Chief Executive Officer or, if the suspected violation
concerns the Chief Executive Officer, to the Chairman of the Board of Directors.

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VI.         ACCOUNTABILITY; WAIVER OF THIS CODE

            The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of this Code. Such actions shall be reasonably designed to deter wrongdoing and
to promote accountability for adherence to this Code, and may include written
notices to the individual involved that the Board of Directors has determined
that there has been a violation, censure by the Board of Directors, demotion or
re-assignment of the individual involved, suspension with or without pay or
benefits and termination of the individual's employment.

            Genius will waive application of the policies set forth in this Code
only when circumstances warrant granting a waiver, and then only in conjunction
with any appropriate monitoring of the particular situation. Changes in and
waivers of this Code may be made only by the Board of Directors or its Audit
Committee and will be disclosed as required under applicable law and
regulations.

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                              GENIUS PRODUCTS, INC.

                                 CODE OF ETHICS
                                       FOR
                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

                   RECEIPT AND AGREEMENT OF COMPLIANCE NOTICE

OFFICER'S NAME:
                ----------------------------------------------------------------

            I have read and understand the Code of Ethics for Principal
Executive Officer and Senior Financial Officers of Genius Products, Inc., and
hereby acknowledge receipt thereof. I agree to comply with the requirements of
such code.

                                                 _______________________________
                                                 Signature

                                                 _______________________________
                                                 Date